The Bank of Cyprus Group is committed to good corporate governance which is vital to creating trust and engagement between the Bank and its stakeholders. As the leading financial services and banking group in Cyprus which is publicly traded, the Bank complies with the Corporate Governance Code of the Cyprus Stock Exchange, the UK Code of Corporate Governance and adheres to best practices on corporate governance.
Sound corporate governance policies are important for maintaining the confidence of stakeholders and creating sustainable shareholder value. The Board of Directors provides leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed. At the same time the Board sets the Group’s values and standards and ensures that its obligations towards its shareholders and other stakeholders are understood and met.
The Bank of Cyprus is committed to the highest international standards and practices of corporate governance and transparency. The key values of corporate governance that the Bank of Cyprus implements are the following:
- The Board consists of at least 50% independent members (excluding the Chairman), other non-executive members as well as at least two executive members. The roles of Chairperson of the Board and Chief Executive Officer (CEO) are separate and clearly established and assigned to two different persons. The Board strives to be sufficiently diverse as regards age, gender, educational and professional background and other distinctions and has instituted a diversity policy to promote the Board’s strategy.
- The Audit Committee made up of only independent non-executive members, is responsible for monitoring and assessing on an annual basis the adequacy and effectiveness of internal controls and information systems, based on the reports from Group Internal Audit, and observations and comments of external auditors and competent supervisory authorities.
- The Risk Committee made up of non-executive members most of whom are independent, is responsible for the development of an internal risk management framework and its integration with the Bank’s decision making process, covering the whole spectrum of the Group’s activities and units as well as subsidiaries.
- The Nominations and Corporate Governance Committee made up of non-executive members most of whom are independent, is responsible for leading the process for identifying and nominating, for approval by the Board, candidates for appointment to the Board and for oversight of the corporate governance arrangements of the Group
- The Human Resources and Remuneration Committee made up of only independent non-executive members is responsible for setting the overarching principles, parameters and governance framework of the Group's remuneration policy and the remuneration of senior executives
- The Corporate Governance Compliance Officer reviews the effectiveness and adequacy of the corporate governance policy of the Group in coordination with the Nominations and Corporate Governance Committee, and makes appropriate recommendations to the Board.
- The Corporate Governance Policy sets the guidelines and provides transparency on corporate governance throughout the Group.
- The Employee Code of Conduct governs staff obligations.
- The Group Internal Audit Division is independent and reports to the Board through the Audit Committee and has the responsibility of internal audit of the Group
- The Group Compliance Division establishes and implements procedures and prepares annual compliance programmes so as to achieve a permanent, timely compliance of the Group to the relevant regulatory framework including compliance with the regulatory framework for the prevention and suppression of money laundering and terrorist financing
- The Investor Relations Department and Shares & Loan Stock Department are responsible for providing information to investors, shareholders and the relevant supervisory authorities.
- The Senior Independent Director acts as a point of contact for shareholders and other stakeholders with concerns which have failed to be resolved or would not be appropriate to go through the normal channels of the Chairperson or senior management.
- The Board has adopted a policy (Market Abuse) for transactions in BOC financial instruments by persons in possession of inside information
The Group publishes on its website the Annual Corporate Governance Reports.
Articles of Association
Secretary Katia Santis
Corporate Governance Compliance Officer Marios Skandalis
Legal Advisors Chryssafinis & Polyviou
Auditors Ernst & Young Chartered Accountants
51 Stassinos Street, Ayia Paraskevi, Strovolos
P.O. Box 21472, 1599 Nicosia, Cyprus
Telephone: 22 122100, Telefax: 22 378111